0000807364-03-000002 Sample Contracts

EMPLOYMENT AGREEMENT - Amendment #3
Employment Agreement • March 28th, 2003 • Interstate General Co L P • Land subdividers & developers (no cemeteries)

Interstate General Company L.P. ("IGC") and Paul Dillon ("Mr. Dillon") desire to amend and extend Mr. Dillon's employment agreement, which was effective January 1, 2000, amended annually thereafter, and expires December 31, 2002. As such, the parties agree to be bound by the following terms and conditions:

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LEASE AMENDMENT II
Lease Amendment Ii • March 28th, 2003 • Interstate General Co L P • Land subdividers & developers (no cemeteries)

THIS LEASE AMENDMENT (the "Amendment") is made as of the 25th day of February, 2003 by and between SMALLWOD VILLAGE ASSOCIATES ("Landlord") and INTERSTATE GENERAL COMPANY LP ("Tenant").

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2003 • Interstate General Co L P • Land subdividers & developers (no cemeteries)

This Employment Agreement ("Agreement"), made as of March 23, 2002, is entered into by Interstate General Company, L.P. ("IGC"), a Delaware limited partnership with its principal place of business at Two West Washington Street, Middleburg, Virginia 20118, and Mark Augenblick ("Augenblick").

AMENDED AND RESTATED WORKING CAPITAL AGREEMENT
Working Capital Agreement • March 28th, 2003 • Interstate General Co L P • Land subdividers & developers (no cemeteries) • Maryland

Interstate Business Corporation ("IBC"), a Delaware corporation, has made loans from time to time ("Working Capital Loans") to Interstate General Corporation L.P. ("IGC"), a Delaware limited partnership. All existing or future Working Capital Loans shall be subject to the terms and conditions set forth herein.

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2003 • Interstate General Co L P • Land subdividers & developers (no cemeteries) • Delaware

This Employment Agreement ("Agreement") made as of January 1, 2002, is entered into by Interstate General Company, L.P. ("IGC"), a Delaware limited partnership, with its principal place of business at Two West Washington Street, Middleburg, Virginia 20118, and James J. Wilson ("Wilson").

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